01—Abstract
Summary
Summary of the 8-K filed September 18, 2026. Cited figures are marked; the original filing is the authoritative source.
On September 18, 2026, Constellation Brands, Inc. entered into a Term Loan Credit Agreement with Manufacturers and Traders Trust Company, as administrative agent, and certain other lenders.
The agreement provides a delayed draw term loan available in up to two draws totaling $300 milliona. If drawn, the Company intends to use the proceeds for general corporate purposes, including repayment of indebtedness. Commitments terminate on the earliest of full draw or termination, the second funding date, or June 18, 2027, and any term loans mature two years after the initial borrowing.
The Term Loans bear interest at Term SOFR or Base Rate plus margins tied to the Company's S&P or Moody's credit rating: 0.700% to 1.100% per annum for Term SOFR loans and 0.000% to 0.100% per annum for Base Rate loans. Unused commitments carry a ticking fee of 0.075% per annum, beginning 30 days after the Effective Date. The covenants are described as consistent with the Company's Eleventh Amended and Restated Revolving Credit Agreement dated April 28, 2025, and include a minimum Consolidated Interest Coverage Ratio of 2.50:1.00 and a maximum Consolidated Net Leverage Ratio of 4.00:1.00, stepping up to 4.50:1.00 for four fiscal quarters following a Material Acquisition, with net leverage calculated net of up to $750 millionb of unrestricted cash.
The filing also discloses that certain lenders and their affiliates have provided and may continue to provide banking and other services to the Company, and that some lenders and agent affiliates lend to Sands family investment vehicles, which are in some cases affiliates of the Company. Those facilities are secured by pledges of Class A common stock and other credit support from certain Sands family members. The full agreement is filed as Exhibit 4.1, with certain schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K.
02—Key points
Key Highlights
- Entered a Term Loan Credit Agreement dated September 18, 2026 with Manufacturers and Traders Trust Company as administrative agent.
- Delayed draw term loan of up to $300 million, available in up to two draws, for general corporate purposes including debt repayment.
- Commitments terminate no later than June 18, 2027; term loans mature two years after the initial borrowing.
- Interest at Term SOFR plus 0.700% to 1.100% or Base Rate plus 0.000% to 0.100%, based on S&P or Moody's credit rating.
- Ticking fee of 0.075% per annum on unused commitments, starting 30 days after the Effective Date.
- Financial covenants mirror the existing Revolving Facility: minimum interest coverage of 2.50:1.00 and maximum net leverage of 4.00:1.00 (4.50:1.00 after a Material Acquisition).
- Certain lenders and their affiliates have Sands family-related credit facilities secured by Class A common stock pledges.
03—Questions
Frequently Asked Questions
How much capital could Constellation Brands access under this credit agreement?
The Credit Agreement provides a delayed draw term loan available in up to two draws, with an aggregate principal amount of $300 million. Commitments terminate on the earliest of full draw or termination, the second funding date, or June 18, 2027.
What will the borrowings be used for?
If the Company elects to draw, it intends to use the Term Loan proceeds for general corporate purposes, including repayment of indebtedness.
What will borrowing cost?
Term SOFR loans bear interest at Term SOFR plus 0.700% to 1.100% per annum, and Base Rate loans at the Base Rate plus 0.000% to 0.100% per annum, with margins based on the Company's S&P or Moody's credit rating. Unused commitments incur a 0.075% per annum ticking fee beginning 30 days after the Effective Date.
What financial covenants apply?
The Company must maintain a minimum Consolidated Interest Coverage Ratio of 2.50:1.00 at each fiscal quarter end and a maximum Consolidated Net Leverage Ratio of 4.00:1.00, stepping up to 4.50:1.00 for the four fiscal quarters after a Material Acquisition. Net leverage is calculated net of up to $750 million of unrestricted cash and cash equivalents.
What happens if the Company defaults?
Upon an event of default after any applicable grace or cure period, outstanding loans may be accelerated and/or the lenders' commitments may be terminated. The filing states that the events of default are consistent with the Revolving Facility.
04—Continue